HomeMy WebLinkAboutECAT10-009 Vanguard Car Rental Operations Agreement Amendment AMENDMENT TO AGREEMENT
FOR OPERATION OF RENTAL CAR SERVICES
BETWEEN EAGLE COUNTY AIR TERMINAL CORPORATION AND VANGUARD
CAR RENTAL USA LLC, DB /A NATIONAL AND ALAMO
This AMENDMENT to the Agreement for Operation of Rental Car Services between the
Eagle County Air Terminal Corporation, a nonprofit corporation of the State of Colorado
( "Corporation ") and Vanguard Car Rental USA LLC, d/b /a National and A1a o kr ( "Concessionaire ") (hereinafter "Amendment ") is made and entered into this q ✓day of
2010.
RECITALS
WHEREAS, the Corporation and WSR Rental, LLC d/b /a National Car Rentals and Alamo
Rent -A -Car entered into an Agreement for Operation of Rental Car Services dated October 30,
2007 ( "Original Agreement "); and
WHEREAS, WSR Rental LLC subsequently assigned its interest in the Original Agreement to
Vanguard Car Rental USA LLC, d/b /a National and Alamo; and
WHEREAS, Corporation and Concessionaire desire to extend the Original Agreement for a
period of three (3) years and make other modifications as outlined below.
AGREEMENT
THEREFORE, in consideration of the mutual covenants contained herein and in the Original
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Corporation and Concessionaire agree as follows:
SECTION 3.1 Term shall be deleted in its entirety and replaced with the following effective upon
the execution of this First Amendment:
"Section 3.1 Term. This Agreement shall become effective at 12:01 am November 22, 2010
and shall expire on 12:01 a.m. local time on October 31, 2013 subject to prior termination as
provided in Article 8 hereof.
Notwithstanding the foregoing, upon the defeasance of the bonds issued by Corporation to
finance acquisition or construction of the Terminal Building and related facilities and services,
following maturity or earlier as provided in the Trust Indenture with respect to any Bonds this
Agreement shall terminate, as of the date of defeasance, and Concessionaire shall vacate the
premises leased hereunder within not more than ninety (90) days. Corporation will give not less
than thirty (30) and not more than sixty (60) days notice of an intent to defease the bonds in
accordance with the Trust Indenture. Corporation also will give Concessionaire notice of the
date of defeasance within two (2) business days following the actual defeasance."
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SECTION 4.2 Privilege Fee shall be deleted in its entirety and replaced with the following
effective upon the commencement of this Amendment:
"Section 4.2 Privilege Fee: For the concession privileges granted hereunder, and in addition
to the charges paid for the premises described in Section 1.1 C and Subsection 4.1 hereof,
Concessionaire shall pay to Corporation: the Percentage Fee in Subsection 4.2(b); and,
beginning on Commencement of the Term and for each month designated thereafter, the
Minimum Monthly Privilege Fee in Subsection 4.2(a) or the Percentage Fee in Subsection 4.2(b),
whichever sum is greater, as follows:
(a) Minimum Privilege Fees. A minimum monthly privilege fee in advance, as follows:
December 2010
Twenty Thousand and No Cents
$20,000.00
January 2011
Sixty Thousand Six Hundred Sixty Seven and No Cents
$60,667.00
February 2011
Fifty Seven Thousand Six Hundred Sixty Eight and No Cents
$57,668.00
March 2011
Sixty One Thousand Five Hundred Fifty One and No Cents
$61,551.00
April 2011
Twenty Thousand and No Cents
$20,000.00"
SECTION 4.2(d) Annual Adjustment shall be added to read the following effective upon the
commencement of this Amendment:
"(d) Annual Adjustment. The Minimum Privilege Fees as set forth in Section 4.2(a) shall be
adjusted effective the first day of the month in which falls the first anniversary of the
commencement of this Amendment, and annually thereafter on the anniversary of the first
adjustment. The adjustments will be calculated by determining the Consumer Price Index for All
Urban Consumers (CPI -U) in the US, US City Average (or its closest successor index in
Corporation's judgment) for the last month of the current term year and the CPI -U, US City
Average for the same month of each year thereafter for the entire term of the Agreement. In the
event that CPI -U in any succeeding year is greater than the initial index, the Minimum Privilege
Fee for the following year shall be adjusted accordingly. If the CPI -U is less than a prior year,
the Minimum Privilege Fee for the coming year will remain the same as the prior year. In the
event the CPI -U is no longer published, Minimum Privilege Fees shall be adjusted in accordance
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with a comparable index as determined by the U.S. Department of Labor, or other indices, as
mutually agreed upon by Corporation and Concessionaire.
In no event shall the annual adjustment as set forth herein exceed a three percent (3 %) increase
over the previous year's Minimum Privilege Fees."
SECTION 4.2(e) Minimum Privilege Fee Reduction shall be added to read the following
effective upon the commencement of this Amendment:
"(e) Minimum Privilege Fee Reduction. In any term year when the combined number of
deplaned passengers for the ski season months (December through April) are equal to or greater
than twenty percent (20 %) lower than the previous term year for the same months, the Minimum
Privilege Fees shall be reduced in an amount equal to twenty percent (20 %). Such reduction
shall apply only to the Minimum Privilege Fees set forth in Section 4.2(a) above and shall
specifically not lower the Percentage Fee, Airport Fee, Space, Facilities Charges, or any other
charges and fees set forth herein."
SECTION 5.1(H) Signage shall be added to read the following effective upon the
commencement of this Amendment:
"(H) Signage. Sign installation, repair, and maintenance shall be the responsibility of the
Concessionaire. Signs shall be kept in good repair and present a professional appearance at all
times."
SECTION 5.1(1) Snow Removal shall be added to read the following effective upon the
commencement of this Amendment:
"(I) Snow Removal. Snow removal in rental and ready lots shall be the responsibility of
Concessionaire. Concessionaire shall keep the rental and ready lots reasonably free of snow and
ice accumulation. Corporation may provide such snow removal services if mutually agreed to by
Corporation and Concessionaire. If Corporation does perform such services, Concessionaire
agrees to release, waive, and discharge Corporation, its officers, servants, agents and employees
from any and all liability, claims, demands, actions and causes of action whatsoever arising out
of or relating to such snow removal."
SECTION10.11 Notices shall be revised to add the following contact information for
Concessionaire:
"CONCESSIONAIRE: Dwight Miller
Vice President /GM
Vanguard Car Rental USA LLC, d/b /a National and Alamo
7201 S. Fulton Street
Centennial, CO 80112
Phone: (720) 875 -9910
WITH A COPY TO: Airport Relation Department
Enterprise Holdings, Inc.
3
600 Corporate Park Drive
St. Louis, MO 63105"
Corporation and Concessionaire agree that, except as expressly altered, modified and changed in
this Amendment, all terms and provisions of the Original Agreement shall remain in full force
and effect, and hereby are ratified and confirmed in all respects as of the date hereof.
If any conflict exists between the provisions of this Amendment and the Original Agreement, the
provisions of this Amendment shall control.
This Amendment shall be binding on the parties hereto, their heirs, executors, successors, and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT effective as of
the date first written above.
CORPORATION:
Eagle County Air Terminal Corporation
By: �k / lJ
Sara J. Fisher, resident
CONCESSIONAIRE:
Vanguard Car Rental USA LLC, d/b /a National and Alamo
By: /7
Name: C74 G I't hOrkfq
Title: Vet Pits fdd
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